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168

GHL Systems Berhad

(293040-D)

Annual report 2015

Statement of Shareholders

in relation to the Proposed Renewal of Authority for the Company to

Purchase its own Ordinary Shares

PROPOSED SHARES BUY-BACK PURSUANT TO PARAGRAPH 12.06(2) OF THE MAIN MARKET

LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

1. Disclaimer Statement

Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Share Buy-

Back Statement (“Statement”), makes no representation as to its accuracy or completeness and expressly

disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part

of the contents of the document.

2. Introduction

2.1 Renewal of Authority for GHL to Purchase its Own Shares (Proposed Shares Buy-Back)

At the last Annual General Meeting of the Company held on 25 June 2015, the Company had obtained

the shareholders’ approval to purchase its own shares as may be determined by the Board of Directors

of the Company from time to time through Bursa Securities, upon such terms and conditions as the

Board of Directors may deem fit and expedient in the interest of the Company, provided that the

aggregate number of ordinary shares purchased and/or held does not exceed 10% of the total issued

and paid-up share capital of the Company at any point in time and an amount not exceeding the

total retained profits and/or share premium account. Based on the Audited Financial Statements of

the Company for the financial year ended 31 December 2015, the Company’s accumulated losses

and share premium account were RM131,569,852 and RM71,077,153, respectively.

The authority obtained by the Board of Directors for purchasing the Company’s own shares in

accordance with the Main Market Listing Requirements of Bursa Securities governing shares buy-back

by listed companies, will lapse at the conclusion of the forthcoming 22nd Annual General Meeting to

be held on 29 June 2016, unless renewed by an ordinary resolution.

On 29 March 2016, the Company announced its intention to seek shareholders’ approval at the

forthcoming 22nd Annual General Meeting, for the proposed renewal of the authority for the Company

to purchase its own shares.

2.2 Purpose of Statement

The purpose of this Statement is to provide relevant information on the Proposed Shares Buy-Back and

to seek your approval for the ordinary resolution to renew the authority for the Company to purchase

its own shares, to be tabled at the forthcoming 22nd Annual General Meeting. The notice of Annual

General Meeting together with the Proxy Form is set out in this Annual Report.

3. Details of the Proposed Shares Buy-Back

3.1 Details of the Proposed Share Buy-Back

The Board proposes to seek the approval from the shareholders of GHL for the Company to purchase

up to ten percent (10%) of its prevailing issued and paid-up ordinary share capital at any time through

its appointed stockbroker.